FLEETCOR TECHNOLOGIES INC Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the unaudited consolidated
financial statements and related notes appearing elsewhere in this report. In
addition to historical information, this discussion contains forward-looking
statements that involve risks, uncertainties and assumptions that could cause
actual results to differ materially from management's expectations. Factors that
could cause such differences include, but are not limited to, those identified
below and those described in Item 1A "Risk Factors" appearing in our Annual
Report on Form 10-K for the year ended December 31, 2021 and in Part II, Item 1A
"Risk Factors" of this Quarterly Report on Form 10-Q. All foreign currency
amounts that have been converted into U.S. dollars in this discussion are based
on the exchange rate as reported by Oanda for the applicable periods.

The following discussion and analysis of our financial condition and results of
operations generally discusses the three and six months ended June 30, 2022 and
2021, with period-over-period comparisons between these periods. A detailed
discussion of 2021 items and period-over-period comparisons between the three
and six month ended June 30, 2021 and 2020 that are not included in this
Quarterly Report on Form 10-Q can be found in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in Part I, Item 2 of
our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

Executive Overview

FLEETCOR is a leading global business payments company that helps businesses
spend less by providing innovative solutions that enable and control
expense-related purchasing and payment processes. Since its incorporation in
2000, FLEETCOR has continued to deliver on its mission: to provide businesses
with "a better way to pay". FLEETCOR has been a member of the S&P 500 since 2018
and trades on the New York Stock Exchange under the ticker FLT.

As previously described in our Annual Report on Form 10-K for the year ended
December 31, 2021, businesses spend an estimated $125 trillion each year with
other businesses. In many instances, they lack the proper tools to monitor what
is being purchased, and employ manual, paper-based, disparate processes and
methods to both approve and make payments for their purchases. This often
results in wasted time and money due to unnecessary or unauthorized spending,
fraud, receipt collection, data input and consolidation, report generation,
reimbursement processing, account reconciliations, employee disciplinary
actions, and more.

FLEETCOR's vision is that every payment is digital, every purchase is
controlled, and every related decision is informed. Digital payments are faster
and more secure than paper-based methods such as checks, and provide timely and
detailed data which can be utilized to effectively reduce unauthorized purchases
and fraud, automate data entry and reporting, and eliminate reimbursement
processes. Combining this payment data with analytical tools delivers powerful
insights, which managers can use to better run their businesses. Our wide range
of modern, digitized solutions generally provides control, reporting, and
automation benefits superior to many of the payment methods businesses often
used, such as cash, paper checks, and general purpose credit cards, as well as
employee pay and reclaim processes.

In the second quarter of 2022, in order to align with recent changes in the
organizational structure and management reporting, the Company has updated its
segment structure into Fleet, Corporate Payments, Lodging, Brazil and Other. The
presentation of segment information has been recast for the prior periods to
align with this segment presentation for the three and six months ended June 30,
2022. We manage and report our operating results through five reportable
segments, Fleet, Corporate Payments, Lodging, Brazil and Other, which aligns
with how the Chief Operating Decision Maker (CODM) allocates resources, assesses
performance and reviews financial information. However, to help facilitate an
understanding of our expansive range of solutions around the world, we describe
them in two categories: Expense Management solutions, which help control and
monitor employee spending, and Corporate Payments solutions, which simplify and
automate vendor payments.

Our Expense Management solutions (Fuel, Tolls, and Lodging) are purpose-built to
provide customers with greater control and visibility of employee spending when
compared with less specialized payment methods, such as cash or general-purpose
credit cards. Our Corporate Payments solutions are designed to help businesses
streamline the back-office operations associated with making outgoing payments.
Companies save time, cut costs, and manage B2B payment processing more
efficiently with our suite of corporate payment solutions, including AP
automation, virtual cards, cross-border, and purchasing and T&E cards. FLEETCOR
provides several other payments solutions that, due to their immaterial nature
or size, are not considered within our Corporate Payments and Expense Management
solutions.

Our revenue is generally reported net of the cost for underlying products and
services purchased through our payment solutions. In this report, we refer to
this net revenue as "revenue". See "Results of Operations" for additional
segment information.

Impact of COVID-19 on our business

The novel strain of coronavirus (including variants thereof, "COVID-19") has
had, and could continue to have, an adverse impact on our results of operations
and liquidity; the operations of our suppliers, vendors and customers; and on
our employees
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due to quarantines, the effectiveness of vaccines in general and against new variants, vaccination mandates, facility closures, travel and logistics restrictions, and general declines in the level of consumer confidence and the ‘commercial activity.

The COVID-19 pandemic continues to impact various aspects of the world economy
and our customers. The extent to which the COVID-19 pandemic continues to impact
our business operations, financial results, and liquidity through the remainder
of 2022 will depend on numerous evolving factors that we may not be able to
accurately predict or assess, including the duration and scope of the pandemic
and the geographies most affected; vaccine availability globally, distribution,
efficacy to new strains of the virus and the public's willingness to get
vaccinated, potential disruptions impacting our suppliers and vendors resulting,
directly or indirectly, from new outbreaks of COVID-19, vaccine mandates and/or
vaccine hesitancy; our response to the continued impact of the pandemic; the
negative impact the COVID-19 pandemic has on global and regional economies and
general economic activity, including the duration and magnitude of its impact on
unemployment rates and business spending levels; its short- and longer-term
impact on the levels of consumer confidence; the ability of our suppliers,
vendors and customers to successfully address the continued impacts of the
pandemic; and actions of governments, businesses and individuals take in
response to the pandemic, including restrictions or lockdowns resulting from new
COVID-19 outbreaks; the inflationary impact of actions taken in connection with
government and business responses to the COVID-19 pandemic; and how quickly
economies recover after the any new or continuing outbreak of COVID-19 subsides.

Impact of Russia invasion of Ukraine about our company

The current conflict between Russia and Ukraine is creating substantial
uncertainty about the role Russia will play in the global economy in the future.
Although the length, impact and outcome of the ongoing military conflict in
Ukraine is highly unpredictable, this conflict could lead to significant market
and other disruptions. The conflict has resulted and could continue to result in
volatile commodity markets, supply chain disruptions, increased risk of cyber
incidents or other disruptions to information systems, heightened risks to
employee safety, significant volatility of the Russian ruble, limitations on
access to credit markets, increased operating costs (including fuel and other
input costs), safety risks, and restrictions on the transfer of funds to and
from Russia. We cannot predict how and the extent to which the conflict will
affect our customers, operations or business partners or the demand for our
products and our global business. Depending on the actions we take or are
required to take, the ongoing conflict could also result in loss of cash, assets
or impairment charges. Additionally, we may also face negative publicity and
reputational risk based on the actions we take or are required to take as a
result of the conflict, which could damage our brand image or corporate
reputation.

The extent of the impact of these tragic events on our business remains
uncertain and will continue to depend on numerous evolving factors that we are
not able to accurately predict, including the duration and scope of the
conflict. We are actively monitoring the situation and assessing its impact on
our business, analyzing options as they develop, and are continuing to refine
our business continuity plan and crisis response materials designed to mitigate
the impact of disruptions to our business, but it is unclear if our plan will
successfully mitigate all disruptions. To date we have not experienced any
material interruptions in our infrastructure, technology systems or networks
needed to support our operations. The extent and duration of the military
action, sanctions and resulting market disruptions could be significant and
could potentially have substantial impact on the global economy and our business
for an unknown period of time. Any such disruptions may also magnify the impact
of other risks described herein and in our Annual Report on Form 10-K.

The consolidated net revenues, net income and assets of our business in Russia
as a percentage of consolidated Company results are substantially similar to
previous disclosures. The net book value of our assets in Russia at June 30,
2022 was approximately $338 million, of which $223 million is restricted cash.
As described in Note 3 to our condensed consolidated financial statements, no
impairment has occurred. However, the conflict in Ukraine and related sanctions
could potentially impact the value of our assets in Russia as the conflict
continues. Our Russian business is part of our Fleet segment.

See Part II, Item 1A "Risk Factors - Risks Associated with the Conflict between
Russia and Ukraine" for additional discussion regarding the risks associate with
the ongoing conflict in Ukraine.

Results

Revenues, net, Net Income and Net Income Per Diluted Share. Set forth below are
revenues, net, net income and net income per diluted share for the three and six
months ended June 30, (in millions, except per share amounts).


                                                       Three Months Ended June 30,                  Six Months Ended June 30,
(Unaudited)                                             2022                  2021                  2022                  2021
Revenues, net                                     $        861.3          $    667.4          $      1,650.5          $  1,276.0
Net income                                        $        262.2          $

196.2 $480.1 $380.5
Diluted earnings per share

                      $         3.35          $ 

$2.30 6.10 $4.45



Adjusted Net Income and Adjusted Net Income Per Diluted Share. Set forth below
are adjusted net income and adjusted net income per diluted share for the three
and six months ended June 30 (in millions, except per share amounts).
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                                                Three Months Ended June 30,                 Six Months Ended June 30,
(Unaudited)                                      2022                  2021                  2022                 2021
Adjusted net income                        $        326.1          $    268.4          $       615.8          $    510.6
Adjusted net income per diluted
share                                      $         4.17          $     

3.15 $7.82 $5.97


Adjusted net income and adjusted net income per diluted share are supplemental
non-GAAP financial measures of operating performance. See the heading entitled
"Management's Use of Non-GAAP Financial Measures" for more information and a
reconciliation of the non-GAAP financial measure to the most directly comparable
financial measure calculated in accordance with GAAP. We use adjusted net income
and adjusted net income per diluted share to eliminate the effect of items that
we do not consider indicative of our core operating performance on a consistent
basis.

Sources of Revenue

FLEETCOR offers a variety of business payment solutions that help to simplify,
automate, secure, digitize and effectively control the way businesses manage and
pay their expenses. We provide our payment solutions to our business, merchant,
consumer and payment network customers in more than 150 countries around the
world today, although we operate primarily in three geographies, with 85% of our
revenues generated in the U.S., Brazil, and the U.K. Our customers may include
commercial businesses (obtained through direct and indirect channels), partners
for whom we manage payment programs, as well as individual consumers.

Revenue, net, by segment. For the three and six months ended June 30thour segments generated the following revenues (in millions).

                                                                     Three Months Ended June 30,                                                                             Six Months Ended June 30,
                                                       2022                                               2021                                                2022                                                2021
                                                                % of Total                                         % of Total                                           % of Total                                         % of Total
(Unaudited)*                         Revenues, net            Revenues, net             Revenues, net            Revenues, net              Revenues, net             Revenues, net             Revenues, net            Revenues, net
Fleet                               $       377.4                         44  %       $        333.1                         50  %       $      729.0                           44.2  %       $        628.1                       49.2  %
Corporate Payments                          189.7                         22  %                140.4                         21  %              373.5                           22.6  %                256.8                       20.1  %
Lodging                                     116.9                         14  %                 62.2                          9  %              211.5                           12.8  %                121.3                        9.5  %
Brazil                                      111.8                         13  %                 85.7                         13  %              214.4                           13.0  %                167.6                       13.1  %
Other                                        65.5                          8  %                 46.0                          7  %              122.3                            7.4  %                102.3                        8.0  %
Consolidated revenues, net          $       861.3                        100  %       $        667.4                        100  %       $    1,650.5                            100  %       $      1,276.0                        100  %

*Columns may not be calculated due to rounding. Other includes our Gift and Paycard businesses.

Revenue, net by geography and solution. Revenue by geography and solution for the three and six months ended June 30th (in millions), was as follows:

                                                                     Three Months Ended June 30,                                                                             Six Months Ended June 30,
(Unaudited)                                            2022                                               2021                                                2022                                                2021
                                                                % of Total                                         % of Total                                           % of Total                                         % of Total
Revenues, net by Geography*          Revenues, net            Revenues, net             Revenues, net            Revenues, net              Revenues,
net             Revenues, net             Revenues, net            Revenues, net
United States                       $       527.7                         61  %       $        412.7                         62  %       $      999.5                             61  %       $        783.3                         61  %
Brazil                                      111.8                         13  %                 85.7                         13  %              214.4                             13  %                167.6                         13  %
United Kingdom                               93.4                         11  %                 83.6                         13  %              188.0                             11  %                159.2                         12  %
Other                                       128.4                         15  %                 85.4                         13  %              248.7                             15  %                165.9                         13  %
Consolidated revenues, net          $       861.3                        100  %       $        667.4                        100  %       $    1,650.5                            100  %       $      1,276.0                        100  %

*Columns may not be calculated due to rounding.

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                                                                           Three Months Ended June 30,                                                                                   Six Months Ended June 30,
(Unaudited)                                                 2022                                                 2021                                                   2022                                                   2020
                                                                    % of Total                                            % of Total                                              % of Total                                            % of Total
Revenues, net by Solution*              Revenues, net              Revenues, net              Revenues, net              Revenues, net               Revenues, net               Revenues, net              Revenues, net              Revenues, net
Fuel                                   $       346.9                            40  %       $        295.1                            44  %       $      665.4                                40  %       $        557.0                            44  %
Corporate Payments                             189.7                            22  %                140.4                            21  %              373.5                                23  %                256.8                            20  %
Tolls                                           91.2                            11  %                 71.3                            11  %              176.1                                11  %                140.3                            11  %
Lodging                                        116.9                            14  %                 62.2                             9  %              211.5                                13  %                121.3                            10  %
Gift                                            51.7                             6  %                 32.3                             5  %               95.2                                 6  %                 75.7                             6  %
Other                                           65.0                             8  %                 66.0                            10  %              128.9                                 8  %                124.9                            10  %
Consolidated revenues, net             $       861.3                           100  %       $        667.4                           100  %       $    1,650.5                               100  %       $      1,276.0                           100  %

*Columns may not be calculated due to rounding. Other includes telematics, maintenance, food, payroll cards and transportation-related activities.


We generate revenue in our Fuel solutions through a variety of program fees,
including transaction fees, card fees, network fees and charges, as well as from
interchange. These fees may be charged as fixed amounts, costs plus a mark-up,
based on a percentage of the transaction purchase amounts, or a combination
thereof. Our programs also include other fees and charges associated with late
payments and based on customer credit risk.

In our Corporate Payments solutions, the primary measure of volume is spend, the
dollar amount of payments processed on behalf of customers through our various
networks. We primarily earn revenue from the difference between the amount
charged to the customer and the amount paid to the third party for a given
transaction, as interchange or spread revenue. Our programs may also charge
fixed fees for access to the network and ancillary services provided. In our
cross-border payments business, the majority of revenue is from exchanges of
currency at spot rates, which enables customers to make cross-currency payments.
Our performance obligation in our foreign exchange payment services is providing
a foreign currency payment to a customer's designated recipient and therefore,
we recognize revenue on foreign exchange payment services when the underlying
payment is made. Revenues from foreign exchange payment services are primarily
comprised of the difference between the exchange rate set by the Company to the
customer and the rate available in the wholesale foreign exchange market.

In our Tolls solution, the relevant measure of volume is average monthly tags
active during the period. We primarily earn revenue from fixed fees for access
to the network and ancillary services provided. We also earn interchange on
certain non-toll products.

In our Lodging solutions, we primarily earn revenue from the difference between
the amount charged to the customer and the amount paid to the hotel for a given
transaction and commissions paid by hotels. We may also charge fees for access
to the network and ancillary services provided.

In our Gift solutions, we primarily earn revenue from the processing of gift
card transactions sold by our customers to end users, as well as from the sale
of the plastic cards. We may also charge fixed fees for ancillary services
provided.

The remaining revenues represent other products that due to their nature or
size, are not considered primary products. These include telematics offerings,
fleet maintenance, food and transportation employee benefits related offerings,
payroll cards and long-haul transportation services.

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Contents

The following table presents revenue per key performance metric by solution for
the three months ended June 30 (in millions except revenues, net per key
performance metric).*
                                                           As Reported                                                       Pro Forma and Macro Adjusted2
                                                   Three Months Ended June 30,                                                Three Months Ended June 30,
(Unaudited)                       2022              2021             Change            % Change              2022               2021             Change            % Change
FUEL
'- Revenues, net               $  346.9          $  295.1          $  51.7                   18  %       $    317.3          $  295.2          $  22.0                    7  %
'- Transactions                   122.5             118.3              4.2                    4  %            122.5             119.8              2.7                    2  %
'- Revenues, net per
transaction                    $   2.83          $   2.50          $  0.34                   14  %       $     2.59          $   2.46          $  0.13                    5  %
CORPORATE PAYMENTS
'- Revenues, net               $  189.7          $  140.4          $  49.3                   35  %       $    195.2          $  164.8          $  30.5                   18  %
'- Spend volume                $ 28,836          $ 23,002          $ 5,833                   25  %       $   28,836          $ 27,549          $ 1,287                    5  %
'- Revenue, net per spend $        0.66  %           0.61  %          0.05  %                 8  %             0.68  %           0.60  %          0.08  %                13  %
TOLLS
'- Revenues, net               $   91.2          $   71.3          $  19.8                   28  %       $     84.5          $   71.3          $  13.2                   19  %
'- Tags (average monthly)           6.1               5.8              0.3                    5  %              6.1               5.8              0.3                    5  %

‘- Net revenue per tag $14.85 $12.21 $2.64

                 22  %       $    13.76          $  12.20          $  1.56                   13  %
LODGING
'- Revenues, net               $  116.9          $   62.2          $  54.7                   88  %       $    117.2          $   82.7          $  34.4                   42  %
'- Room nights                      9.5               6.6              2.9                   44  %              9.5               8.2              1.3                   16  %
'- Revenues, net per room
night                          $  12.30          $   9.41          $  2.90                   31  %       $    12.33          $  10.12          $  2.22                   22  %
GIFT
'- Revenues, net               $   51.7          $   32.3          $  19.4                   60  %       $     52.5          $   32.3          $  20.2                   63  %
'- Transactions                   287.5             259.4             28.1                   11  %            287.5             259.4             28.1                   11  %
'- Revenues, net per
transaction                    $   0.18          $   0.12          $  0.06                   44  %       $     0.18          $   0.12          $  0.06                   47  %
OTHER1
'- Revenues, net               $   65.0          $   66.0          $  (1.0)                  (2) %       $     66.7          $   66.0          $   0.7                    1  %
'- Transactions                    10.2               9.3              1.0                   11  %             10.2               9.3              1.0                   11  %
'- Revenues, net per
transaction                    $   6.34          $   7.13          $ (0.79)                 (11) %       $     6.51          $   7.13          $ (0.63)                  (9) %
FLEETCOR CONSOLIDATED
REVENUES, NET
'- Revenues, net               $  861.3          $  667.4          $ 193.9                   29  %       $    833.4          $  712.3          $ 121.0                   17  %


1 Other includes telematics, maintenance, food, payroll card and transportation related
businesses.
2 See heading entitled "Managements' Use of Non-GAAP Financial Measures" for a reconciliation
of pro forma and macro adjusted revenue by solution and metric non-GAAP measures to the
comparable financial measure calculated in accordance with GAAP.
* Columns may not calculate due to rounding.


Organic revenue growth is a supplemental non-GAAP financial measure of operating
performance. Organic revenue growth is calculated as revenue growth in the
current period adjusted for the impact of changes in the macroeconomic
environment (to include fuel price, fuel price spreads and changes in foreign
exchange rates) over revenue in the comparable prior period adjusted to include
or remove the impact of acquisitions and/or divestitures and non-recurring items
that have occurred subsequent to that period. See the heading entitled
"Management's Use of Non-GAAP Financial Measures" for more information and a
reconciliation of the non-GAAP financial measure to the most directly comparable
financial measure calculated in accordance with GAAP. We believe that organic
revenue growth on a macro-neutral, one-time item, and consistent
acquisition/divestiture/non-recurring item basis is useful to investors for
understanding the performance of FLEETCOR.

Revenue per relevant key performance indicator (KPI), which may include
transaction, spend volume, monthly average active tags, room nights, or other
metrics, is derived from the various revenue types as discussed above and can
vary based on geography, the relevant merchant relationship, the payment product
utilized and the types of products or services purchased, the mix of which would
be influenced by our acquisitions, organic growth in our business, and the
overall macroeconomic environment, including fluctuations in foreign currency
exchange rates, fuel prices and fuel price spreads. Revenue per KPI per customer
may change as the level of services we provide to a customer increases or
decreases, as macroeconomic factors change and as adjustments are made to
merchant and customer rates. See "Results of Operations" for further discussion
of transaction volumes and revenue per transaction.
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Sources of expenses

We incur expenses in the following categories:

•Processing-Our processing expense consists of expenses related to processing
transactions, servicing our customers and merchants, credit losses and cost of
goods sold related to our hardware and card sales in certain businesses.

• Sales – Our selling expenses primarily include salaries, benefits, sales commissions (other than merchant commissions) and related expenses for our sales, marketing and account management personnel and activities.

•General and administrative-Our general and administrative expenses include
compensation and related expenses (including stock-based compensation and
bonuses) for our employees, finance and accounting, information technology,
human resources, legal and other administrative personnel. Also included are
facilities expenses, third-party professional services fees, travel and
entertainment expenses, and other corporate-level expenses.

•Depreciation and amortization-Our depreciation expenses include depreciation of
property and equipment, consisting of computer hardware and software (including
proprietary software development amortization expense), card-reading equipment,
furniture, fixtures, vehicles and buildings and leasehold improvements related
to office space. Our amortization expenses include amortization of intangible
assets related to customer and vendor relationships, trade names and trademarks,
software and non-compete agreements. We are amortizing intangible assets related
to business acquisitions and certain private label contracts associated with the
purchase of accounts receivable.

•Other operating expenses, net – Our other operating expenses, net include other operating expenses and income that are not related to our core business or occur infrequently.

• Other expense (income), net-Our other expense (income), net includes gains or losses from the sale of assets, foreign currency transactions, loss on extinguishment of debt and other miscellaneous operating costs and revenues.

•Interest expense, net-Our interest expense, net includes interest expense on
our outstanding debt, interest income on our cash balances and interest on our
interest rate swaps.

•Provision for income taxes – Our provision for income taxes consists of income taxes relating primarily to profits arising from the sale of our products and services globally.

Factors and trends affecting our business

We believe the following factors and trends are important to understanding our financial performance:

•Global economic conditions-Our results of operations are materially affected by
conditions in the economy generally, in North America, Brazil, and
internationally, including the current conflict between Russia and Ukraine, as
discussed elsewhere in this Quarterly Report on Form 10-Q, and the ultimate
impact of the COVID-19 pandemic. Factors affected by the economy include our
transaction volumes, the credit risk of our customers and changes in tax laws
across the globe. These factors affected our businesses in each of our segments.

•Foreign currency changes-Our results of operations are significantly impacted
by changes in foreign currency exchange rates; namely, by movements of the
Australian dollar, Brazilian real, British pound, Canadian dollar, Czech koruna,
euro, Mexican peso, New Zealand dollar and Russian ruble, relative to the U.S.
dollar. Approximately 61% of our revenues in both the six months ended June 30,
2022 and 2021, respectively, was derived in U.S. dollars and was not affected by
foreign currency exchange rates. See "Results of Operations" for information
related to foreign currency impacts on our total revenue, net.

Our cross-border foreign currency trading business aggregates foreign exchange
exposures arising from customer contracts and economically hedges the resulting
net currency risks by entering into offsetting contracts with established
financial institution counterparties. These contracts are subject to
counterparty credit risk.

•Fuel prices-Our fleet customers use our products and services primarily in
connection with the purchase of fuel. Accordingly, our revenue is affected by
fuel prices, which are subject to significant volatility. A change in retail
fuel prices could cause a decrease or increase in our revenue from several
sources, including fees paid to us based on a percentage of each customer's
total purchase. Changes in the absolute price of fuel may also impact unpaid
account balances and the late fees and charges based on these amounts. We
estimate approximately 13% of revenues, net were directly impacted by changes in
fuel price in both the three months ended June 30, 2022 and 2021, respectively.
We estimate approximately 12% of revenues, net were directly impacted by changes
in fuel price in both the six months ended June 30, 2022 and 2021, respectively.

•Fuel-price spread volatility-A portion of our revenue involves transactions
where we derive revenue from fuel price spreads, which is the difference between
the price charged to a fleet customer for a transaction and the price paid to
the merchant for the same transaction. In these transactions, the price paid to
the merchant is based on the wholesale cost of fuel. The merchant's wholesale
cost of fuel is dependent on several factors including, among others, the
factors
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described above affecting fuel prices. The fuel price that we charge to our
customer is dependent on several factors including, among others, the fuel price
paid to the merchant, posted retail fuel prices and competitive fuel prices. We
experience fuel price spread contraction when the merchant's wholesale cost of
fuel increases at a faster rate than the fuel price we charge to our customers,
or the fuel price we charge to our customers decreases at a faster rate than the
merchant's wholesale cost of fuel. The inverse of these situations produces fuel
price spread expansion. We estimate approximately 5% and 6% of revenues, net
were directly impacted by fuel price spreads in the three months ended June 30,
2022 and 2021, respectively. We estimate approximately 5% of revenues, net were
directly impacted by fuel price spreads in both the six months ended June 30,
2022 and 2021, respectively.

•Acquisitions-Since 2002, we have completed over 90 acquisitions of companies
and commercial account portfolios. Acquisitions have been an important part of
our growth strategy, and it is our intention to continue to seek opportunities
to increase our customer base and diversify our service offering through further
strategic acquisitions. The impact of acquisitions has, and may continue to
have, a significant impact on our results of operations and may make it
difficult to compare our results between periods.

•Interest rates-From January to July of 2022, the U.S. Federal Open Market
Committee has increased the benchmark rate four times for a total rate increase
of 2.25 percent. Additional increases are possible in future periods. We are
exposed to market risk changes in interest rates on our cash investments and
debt, particularly in rising interest rate environments. On January 22, 2019, we
entered into three swap contracts. The objective of these swap contracts is to
reduce the variability of cash flows in the previously unhedged interest
payments associated with $2.0 billion of variable rate debt, the sole source of
which is due to changes in the LIBOR benchmark interest rate. For each of these
swap contracts, we pay a fixed monthly rate and receive one month LIBOR. In
January 2022, $1.0 billion of our interest rate swaps matured.

•Expenses-Over the long term, we expect that our expense will decrease as a
percentage of revenue as our revenue increases, except for expenses related to
transaction volume processed. To support our expected revenue growth, we plan to
continue to incur additional sales and marketing expense by investing in our
direct marketing, third-party agents, internet marketing, telemarketing and
field sales force.

•Taxes-We pay taxes in various taxing jurisdictions, including the U.S., most
U.S. states and many non-U.S. jurisdictions. The tax rates in certain non-U.S.
taxing jurisdictions are different than the U.S. tax rate. Consequently, as our
earnings fluctuate between taxing jurisdictions, our effective tax rate
fluctuates.

Acquisitions and Investments

2022

•In August 2022we acquired an accounts payable automation software provider for an insignificant amount.

•On March 1, 2022we finalized the acquisition of Levarti, a WE airline-based software platform company, for $23.7 million.

•In February 2022we made an investment of $7.8 million in an electric vehicle charging payment business and $5.0 million in an electric vehicle data analysis company.

2021

•On December 15, 2021we finalized the acquisition of a mobile fuel payment solution in Russia for an insignificant amount.

•On September 1, 2021we completed the acquisition of ALE, a WE based provider of hosting solutions for the insurance industry, for $421.8 million.

•On June 1, 2021we finalized the acquisition of AFEX, a WE based cross-border payment solution provider, for $459.1 millionincluding cash.

•On January 13, 2021we completed the acquisition of Roger, which was rebranded as Corpay One, a global cloud AP software platform for small businesses, to $39.0 million.

• In 2021, we made an investment of $37.8 million in a joint venture in
Brazil with CAIXA. We have made investments in other companies in $6.8 million.

The results of our ALE and Levarti acquisitions are included in our Accommodations segment, and the results of our AFEX and Roger acquisitions are reported in our Business Payments segment, from the dates of acquisition. The results of our acquisition in Russia are reported in our Fleet segment from the date of acquisition.

                                       33
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Operating results

Three months completed June 30, 2022 compared to the three months ended June 30, 2021

The following tables set forth selected unaudited consolidated statements of
income and selected operational data for the three and six months ended June 30
(in millions, except percentages)*.
                                      Three Months                                      Three Months
                                     Ended June 30,             % of Total             Ended June 30,             % of Total                Increase
(Unaudited)                               2022                 Revenues, net                2021                 Revenues, net             (decrease)             % Change
Revenues, net:
Fleet                               $       377.4                        43.8  %       $      333.1                        49.9  %       $      44.3                   13.3  %
Corporate Payments                          189.7                        22.0  %              140.4                        21.0  %              49.3                   35.1  %
Lodging                                     116.9                        13.6  %               62.2                         9.3  %              54.7                   87.8  %
Brazil                                      111.8                        13.0  %               85.7                        12.8  %              26.2                   30.5  %
Other                                        65.5                         7.6  %               46.0                         6.9  %              19.5                   42.4  %
Total revenues, net                         861.3                       100.0  %              667.4                       100.0  %             193.9                   29.1  %
Consolidated operating
expenses:
Processing                                  185.6                        21.5  %              122.3                        18.3  %              63.3                   51.8  %
Selling                                      79.3                         9.2  %               63.2                         9.5  %              16.1                   25.5  %
General and administrative                  147.4                        17.1  %              115.0                        17.2  %              32.4                   28.2  %
Depreciation and amortization                78.5                         9.1  %               69.2                        10.4  %               9.3                   13.4  %
Other operating, net                            -                           -  %                  -                           -  %               0.1                        NM
Operating income                            370.5                        43.0  %              297.6                        44.6  %              72.9                   24.5  %
Investment gain                               0.2                           -  %                  -                           -  %               0.2                        NM
Other expense, net                            3.6                         0.4  %                0.4                         0.1  %               3.2                        NM
Interest expense, net                        23.1                         2.7  %               34.7                         5.2  %             (11.6)                 (33.5) %

Provision for income taxes                   81.5                         9.5  %               66.3                         9.9  %              15.2                   23.0  %
Net income                          $       262.2                        30.4  %       $      196.2                        29.4  %       $      65.9                   33.6  %

Operating income by segment:
Fleet                               $       186.8                                      $      172.6                                      $      14.2                    8.2  %
Corporate Payments                           65.9                                              48.6                                             17.2                   35.5  %
Lodging                                      58.6                                              29.9                                             28.7                   95.8  %
Brazil                                       41.6                                              33.3                                              8.3                   24.9  %
Other                                        17.7                                              13.2                                              4.5                   33.9  %
Total operating income              $       370.5                                      $      297.6                                      $      72.9                   24.5  %


NM = Not Meaningful
*The sum of the columns and rows may not calculate due to rounding.

Consolidated turnover, net

Consolidated revenues were $861.3 million in the three months ended June 30,
2022, an increase of $193.9 million or 29.1%, from $667.4 million in the three
months ended June 30, 2021. Consolidated revenues increased primarily due to
organic growth of 17% driven by increases in transaction volumes, the impact of
acquisitions completed in 2021 and 2022 of approximately $45 million and the
positive impact of the macroeconomic environment.

Although we cannot precisely measure the impact of the macroeconomic
environment, in total we believe it had a positive impact on our consolidated
revenues for the three months ended June 30, 2022 over the comparable period in
2021 of approximately $28 million, driven primarily by the favorable impact of
fuel prices of approximately $33 million and favorable fuel price spreads of
approximately $3 million. These increases were partially offset by unfavorable
foreign exchange rates of approximately $8 million, mostly in our U.K. and
European businesses.
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Contents

Consolidated operating expenses

Processing. Processing expenses were $185.6 million in the three months ended
June 30, 2022, an increase of $63.3 million or 51.8%, from $122.3 million in the
comparable prior period. Increases were primarily due to higher variable
expenses driven by larger transaction volumes, incremental bad debt of $21
million and approximately $14 million of expenses related to acquisitions
completed in 2021 and 2022. Bad debt expense has increased as customer spend
increased due to higher fuel prices, and as a result of strong new sales, which
tend to have a higher loss rate.

Selling. Selling expenses were $79.3 million in the three months ended June 30,
2022, an increase of $16.1 million or 25.5%, from $63.2 million in the
comparable prior period. Increases in selling expenses were primarily associated
with higher commissions and other variable costs due to increased sales volumes
in the current period and approximately $6 million of expenses related to
acquisitions completed in 2021 and 2022.

General and administrative. General and administrative expenses were $147.4
million in the three months ended June 30, 2022, an increase of $32.4 million or
28.2% from $115.0 million in the comparable prior period. Increases in general
and administrative expenses were primarily due to increased stock based
compensation expense of $16 million, the impact of acquisitions completed in
2021 and 2022 of approximately $7 million, and other increases associated with
growth of business over comparable prior period.

Depreciation and amortization. Depreciation and amortization expenses were $78.5
million in the three months ended June 30, 2022, an increase of $9.3 million or
13.4%, from $69.2 million in the comparable prior period. Increases in
depreciation and amortization expenses were primarily due to expenses related to
acquisitions completed in 2021 and 2022 of approximately $9 million.

Other expenses, net. Other expenses, net $3.6 million within three months June 30, 2022an augmentation of $3.2 million of $0.4 million during the comparable prior period. Other expenses increased due to a loss on extinguishment of debt of $2 million resulting from our new credit facility.

Interest expense, net. Interest expense, net was $23.1 million in the three
months ended June 30, 2022, a decrease of $11.6 million or 33.5%, from $34.7
million in the comparable prior period. The decrease in interest expense was
primarily due to higher interest income earned on customer deposits and the
benefit of higher cash balances in certain foreign jurisdictions, partially
offset by rising interest rates on borrowings. The following table sets forth
the average interest rates paid on borrowings under our Credit Facility,
excluding the related unused facility fees and swaps.

                                                Three Months Ended June 30,
            (Unaudited)                               2022                  2021
            Term loan A                                        2.31  %     1.60  %
            Term loan B                                        2.53  %     1.85  %
            Revolving line of credit                           2.33  %     1.61  %

            Foreign swing line                                 2.22  %     1.54  %


On January 22, 2019, we entered into three interest rate swap cash flow
contracts. The objective of these interest rate swap contracts is to reduce the
variability of cash flows in the previously unhedged interest payments
associated with $2 billion of variable rate debt, tied to the one month LIBOR
benchmark interest rate. During the three months ended June 30, 2022, as a
result of these swap contracts, we incurred additional interest expense of $4.5
million or 1.78% over the average LIBOR rates on $1 billion of borrowings.

Provision for income taxes. The provision for income taxes and effective tax
rate were $81.5 million and 23.7% in the three months ended June 30, 2022, an
increase of $15.2 million, or a 23.0% change, from $66.3 million and 25.2% in
the three months ended June 30, 2021. We provide for income taxes during interim
periods based on an estimate of our effective tax rate for the year. Discrete
items and changes in the estimate of the annual tax rate are recorded in the
period they occur.

During the three months ended June 30, 2022, we determined that certain foreign
income was permanently invested, resulting in a tax benefit of $9.0 million.
Excluding this discrete item, our tax rate in the second quarter of 2022 would
have been 26.3% compared to 25.2% in 2021. The increase in the provision for
income taxes and tax rate was driven primarily by an increase in pre-tax
earnings and the mix of earnings by jurisdiction.

Net income. For the reasons discussed above, our net income increased to $262.2
million in the three months ended June 30, 2022, an increase of $65.9 million,
or 33.6%, from $196.2 million in the three months ended June 30, 2021.

Consolidated operating income. Operating income was $370.5 million in the three
months ended June 30, 2022, an increase of $72.9 million, or 24.5%, from $297.6
million in the comparable prior period. The increase in operating income was
primarily due to organic growth driven by increases in transaction volume,
acquisitions completed in 2022 and 2021, the favorable impact of fuel prices of
$33 million and the favorable fuel price spreads of approximately $3 million.
The increase in operating income
                                       35
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was partially compensated by additional compensation in shares of $16 million and bad debts of $21 million in the second quarter of 2022 compared to the comparable prior period and unfavorable movements in foreign exchange rates of $5 million.

Segment Results

Fleet

Fleet revenues were $377.4 million in the three months ended June 30, 2022, an
increase of $44.3 million or 13.3%, from $333.1 million in the three months
ended June 30, 2021. Fleet operating income was $186.8 million in the three
months ended June 30, 2022, an increase of $14.2 million, or 8.2%, from $172.6
million in the comparable prior period. Fleet revenues and operating income
increased primarily due to organic growth driven by increases in transaction
volumes and new sales growth, as well as the positive impact of the
macroeconomic environment, partially offset by incremental bad debt of $14
million.

Although we cannot precisely measure the impact of the macroeconomic
environment, in total we believe it had a positive impact on our Fleet revenues
and operating income in the three months ended June 30, 2022 over the comparable
period in 2021 of approximately $26 million and $30 million, respectively. This
impact was driven primarily by the favorable impact of fuel prices of
approximately $32 million and favorable fuel price spreads of approximately $3
million, over the comparable prior period. These increases were partially offset
by unfavorable changes in foreign exchange rates on revenues and operating
income of approximately $9 million and $6 million, respectively, mostly in our
U.K. and European businesses.

Corporate Payments

Corporate Payments revenues were $189.7 million in the three months ended June
30, 2022, an increase of $49.3 million or 35.1%, from $140.4 million in the
three months ended June 30, 2021. Corporate Payments operating income was $65.9
million in the three months ended June 30, 2022, an increase of $17.2 million,
or 35.5%, from $48.6 million in the comparable prior period. Corporate Payments
revenues and operating income increased primarily due to organic growth, with
strong new sales across products offerings, as well as the impact of the AFEX
acquisition, which were partially offset by the negative impact of the
macroeconomic environment.

Although we cannot precisely measure the impact of the macroeconomic
environment, in total we believe it had a negative impact on our Corporate
Payments revenues and operating income in the three months ended June 30, 2022
over the comparable prior period of approximately $6 million and $2 million,
respectively, driven primarily by unfavorable foreign exchange rates.

Accommodation

Lodging revenues were $116.9 million in the three months ended June 30, 2022, an
increase of $54.7 million or 87.8%, from $62.2 million in the three months ended
June 30, 2021. Lodging operating income was $58.6 million in the three months
ended June 30, 2022, an increase of $28.7 million, or 95.8%, from $29.9 million
in the comparable prior period. Lodging revenues and operating income increased
primarily due to organic growth driven in our workforce and airline verticals,
as well as the impact of the ALE and Levarti acquisitions. Our workforce product
has higher new sales and volumes, as our programs are viewed as more valuable as
hotel costs are rising. Our airlines product also grew as travel recovery
continues from the impact of COVID-19, as domestic travel volumes increased.

Brazil

Brazil revenues were $111.8 million in the three months ended June 30, 2022, an
increase of $26.2 million or 30.5%, from $85.7 million in three months ended
June 30, 2021. Brazil operating income was $41.6 million in the three months
ended June 30, 2022, an increase of $8.3 million, or 24.9%, from $33.3 million
in the comparable prior period. Brazil revenues and operating income increased
primarily due to organic growth driven by increases in toll tags sold and
expanded product utility, with the differentiated value proposition of our
products. Brazil revenues and operating income were also impacted by favorable
changes in foreign exchange rates of approximately $8 million and $3 million,
respectively, over the comparable prior period. These increases were partially
offset by incremental investments in sales and processing expenses over the
comparable prior period.

Other

Other revenues were $65.5 million in the three months ended June 30, 2022, an
increase of $19.5 million or 42.4%, from $46.0 million in three months ended
June 30, 2021. Other operating income was $17.7 million in the three months
ended June 30, 2022, an increase of $4.5 million or 33.9%, from $13.2 million in
the comparable prior period. Other revenues and operating income increased
primarily due to organic growth driven by increases in transaction volumes and
early retail ordering of gift cards, as retailers seek to ensure adequate card
stock in advance of holiday season.



                                       36

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Contents

Six months ended June 30, 2022 compared to the half-year ended June 30, 2021

The following table sets forth selected unaudited consolidated statements of
income data for the six months ended June 30, 2022 and 2021 (in millions, except
percentages)*.

                                     Six Months                                        Six Months
                                   Ended June 30,             % of Total             Ended June 30,             % of Total                Increase
(Unaudited)                             2022                 Revenues, net                2021                 Revenues, net             (decrease)             % Change
Revenues, net:
Fleet                              $      729.0                        44.2  %       $      628.1                        49.2  %       $     100.9                   16.1  %
Corporate Payments                        373.5                        22.6  %              256.8                        20.1  %             116.7                   45.4  %
Lodging                                   211.5                        12.8  %              121.3                         9.5  %              90.2                   74.4  %
Brazil                                    214.4                        13.0  %              167.6                        13.1  %              46.8                   27.9  %
Other                                     122.3                         7.4  %              102.3                         8.0  %              20.0                   19.5  %
Total revenues, net                     1,650.5                       100.0  %            1,276.0                       100.0  %             374.5                   29.4  %
Consolidated operating
expenses:
Processing                                359.8                        21.8  %              238.7                        18.7  %             121.1                   50.7  %
Selling                                   156.2                         9.5  %              115.3                         9.0  %              40.9                   35.5  %
General and administrative                291.0                        17.6  %              223.4                        17.5  %              67.6                   30.3  %
Depreciation and
amortization                              155.3                         9.4  %              134.9                        10.6  %              20.3                   15.1  %
Other operating, net                        0.1                           -  %                0.1                           -  %                 -                   (2.5) %
Operating income                          688.2                        41.7  %              563.6                        44.2  %             124.6                   22.1  %
Investment loss                             0.3                           -  %                  -                           -  %               0.4                        NM
Other expense, net                          4.4                         0.3  %                2.2                         0.2  %               2.3                  106.1  %
Interest expense, net                      45.1                         2.7  %               63.2                         5.0  %             (18.1)                 (28.7) %

Provision for income taxes                158.2                         9.6  %              117.7                         9.2  %              40.5                   34.4  %
Net income                         $      480.1                        29.1  %       $      380.5                        29.8  %       $      99.6                   26.2  %

Operating income by segment:
Fleet                              $      354.6                                      $      319.6                                      $      35.0                   11.0  %
Corporate Payments                        124.1                                              93.0                                             31.1                   33.4  %
Lodging                                    98.3                                              54.8                                             43.6                   79.5  %
Brazil                                     78.9                                              65.6                                             13.4                   20.4  %
Other                                      32.2                                              30.6                                              1.6                    5.2  %
Total operating income             $      688.2                                      $      563.6                                      $     124.6                   22.1  %


NM = Not Meaningful

*The sum of columns and rows may not be calculated due to rounding.

Consolidated turnover, net

Consolidated revenues were $1,650.5 million, in the six months ended June 30,
2022, an increase of $374.5 million, or 29.4%, from $1,276.0 million in the six
months ended 2021.Consolidated revenues increased primarily due to organic
growth of 16% driven by increases in transaction volumes, the impact of
acquisitions completed in 2021 and 2022 of approximately $103 million and the
positive impact of the macroeconomic environment.

Although we cannot precisely measure the impact of the macroeconomic
environment, in total we believe it had a positive impact on our consolidated
revenues for the six months ended June 30, 2022 over the comparable period in
2021 of approximately $49 million, driven primarily by the favorable impact of
fuel prices of approximately $55 million and favorable fuel price spreads of
approximately $8 million. These increases were partially offset by unfavorable
foreign exchange rates of approximately $14 million, mostly in our U.K. and
European businesses.


                                       37
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Consolidated operating expenses

Processing. Processing expenses were $359.8 million in the six months ended June
30, 2022, an increase of $121.1 million, or 50.7%, from $238.7 million in the
comparable prior period. Increases were primarily due to higher variable
expenses driven by larger transaction volumes, incremental bad debt of
approximately $43 million and approximately $32 million of expenses related to
acquisitions completed in 2021 and 2022. Bad debt expense has increased as
customer spend increased due to fuel prices, and as a result of strong new
sales, which tend to have a higher loss rate.

Selling. Selling expenses were $156.2 million in the six months ended June 30,
2022, an increase of $40.9 million, or 35.5%, from $115.3 million in the
comparable prior period. Increases in selling expenses were primarily associated
with higher commissions and other variable costs due to increased sales volumes
in the first half of 2022 and approximately $14 million of expenses related to
acquisitions completed in 2021 and 2022.

General and administrative. General and administrative expenses were $291.0
million in the six months ended June 30, 2022, an increase of $67.6 million, or
30.3% from $223.4 million in the comparable prior period. The increases were
primarily due to increased stock based compensation expense of $31 million, the
impact of acquisitions completed in 2021 and 2022 of approximately $18 million,
and various other increases associated with growth of business over comparable
period.

Depreciation and amortization. Depreciation allowances have been
$155.3 million within six months June 30, 2022an augmentation of $20.3 millioni.e. 15.1% of $134.9 million during the comparable prior period. The increases are primarily attributable to the impact of acquisitions completed in 2021 and 2022 of approximately $20 million.

Other expense, net. Other expense, net was $4.4 million in the six months ended
June 30, 2022, an increase of $2.3 million from $2.2 million in the comparable
prior period. Other expense increased due to a loss on the extinguishment of
debt of $2 million resulting from our new Credit Facility.

Interest expense, net. Interest expense, net was $45.1 million in the six months
ended June 30, 2022, a decrease of $18.1 million, or 28.7%, from $63.2 million
in the comparable prior period. The decrease in interest expense is primarily
due to higher interest income earned on customer deposits, the benefit of higher
cash balances in certain foreign jurisdictions and the effect of the $1 billion
interest rate swap that matured in January 2022, partially offset by rising
interest rates on borrowings. The following table sets forth the average
interest rates paid on borrowings under our Credit Facility, excluding the
related unused facility fees and swaps.
                                                    Six Months Ended June 30,
          (Unaudited)                                    2022                 2021
          Term loan A                                            1.98  %     1.62  %
          Term loan B                                            2.21  %     1.86  %
          Revolving line of credit A                             1.98  %     1.62  %
          Revolving line of credit B GBP                            -  %     1.52  %
          Foreign swing line                                     2.06  %     1.54  %


On January 22, 2019, we entered into three interest rate swap cash flow
contracts. The objective of these interest rate swap contracts is to reduce the
variability of cash flows in the previously unhedged interest payments
associated with $2 billion of variable rate debt, tied to the one month LIBOR
benchmark interest rate. During the six months ended June 30, 2022, as a result
of these swap contracts, we incurred additional interest expense of $13 million
or 2.14% over the average LIBOR rates on $2 billion of borrowings from January
1, 2022 to January 31, 2022 and $1 billion of borrowings from January 31 through
June 30, 2022. In January 2022, $1.0 billion of our interest rate swaps matured.

Provision for income taxes. The provision for income taxes and effective tax
rate was $158.2 million and 24.8% in the six months ended June 30, 2022, an
increase of $40.5 million, or 34.4% change, from $117.7 million and 23.6%,
respectively, in the comparable prior period. The increase in the provision for
income taxes for the six month period ending June 30, 2022 over the comparable
period in 2021 was primarily due to an increase in pre-tax earnings and less
excess tax benefit on stock option exercises. The increases were partially
offset by the determination that certain foreign income was permanently
invested, resulting in a $9 million tax benefit that lowered the tax rate by
1.4%.

Net income. For the reasons discussed above, our net income was $480.1 million
in the six months ended June 30, 2022, an increase of $99.6 million, or 26.2%
from $380.5 million in the six months ended 2021.

Consolidated operating income. Operating income was $688.2 million in the six
months ended June 30, 2022, an increase of $124.6 million, or 22.1%, from $563.6
million in the comparable prior period. The increase in operating income was
primarily due to organic growth driven by increases in transaction volume,
acquisitions completed in 2022 and 2021, the favorable impact of fuel prices of
$55 million and the favorable fuel price spreads of approximately $8 million.
The increase in operating income was partially offset by additional bad debt of
approximately $43 million, stock compensation of $31 million and unfavorable
movements in the foreign exchange rates of $9 million.
                                       38

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  Table of Contents

Segment Results

Fleet

Fleet revenues were $729.0 million in the six months ended June 30, 2022, an
increase of $100.9 million, or 16.1%, from $628.1 million in the six months
ended 2021. Fleet operating income was $354.6 million in the six months ended
June 30, 2022, an increase of $35.0 million, or 11.0%, from $319.6 million in
the comparable prior period. Fleet revenues and operating income increased
primarily due to organic growth driven by increases in transaction volumes and
new sales growth, as well as the positive impact of the macroeconomic
environment, partially offset by incremental bad debt of $27 million.

Although we cannot precisely measure the impact of the macroeconomic
environment, in total we believe it had a positive impact on our Fleet revenues
and operating income in the six months ended June 30, 2022 over the comparable
prior period of approximately $45 million and $51 million, respectively. This
impact was driven primarily by the favorable impact of fuel prices of
approximately $53 million and favorable fuel spread margins of approximately $8
million. These increases were partially offset by unfavorable changes in foreign
exchange rates on revenues and operating income of $16 million and $10 million,
mostly in our U.K. and European businesses.

Business payments

Corporate Payments revenues were $373.5 million in the six months ended June 30,
2022, an increase of $116.7 million or 45.4%, from $256.8 million in the six
months ended 2021. Corporate Payments operating income was $124.1 million in the
six months ended June 30, 2022, an increase $31.1 million, or 33.4%, from $93.0
million in the comparable prior period. Corporate Payments revenues and
operating income increased primarily due to organic growth, with strong new
sales across products, as well as the impact of the AFEX acquisition, which were
partially offset by the unfavorable impact of the macroeconomic environment.

Although we cannot precisely measure the impact of the macroeconomic
environment, in total we believe it had a negative impact on our Corporate
Payments revenues and operating income in the six months ended June 30, 2022
over the comparable period in 2021 of approximately $8 million and $1 million,
respectively, driven primarily by the unfavorable impact of foreign exchange
rates.

Lodging

Lodging revenues were $211.5 million in the six months ended June 30, 2022, an
increase of $90.2 million or 74.4%, from $121.3 million in the six months ended
June 30, 2021. Lodging operating income was $98.3 million in the six months
ended June 30, 2022, an increase $43.6 million, or 79.5%, from $54.8 million in
the comparable prior period. Lodging revenues and operating income increased
primarily due to increases in transaction volume driving organic growth, as well
as the impact of the ALE and Levarti acquisitions. Organic growth was driven by
higher new sales and volumes in our workforce lodging product and continued
recovery from the impact of COVID-19 of our airline product, as domestic travel
volumes increased.

Brazil

Brazil revenues were $214.4 million in the six months ended June 30, 2022, an
increase of $46.8 million or 27.9%, from $167.6 million in six months ended June
30, 2021. Brazil operating income was $78.9 million in the six months ended June
30, 2022, an increase of $13.4 million, or 20.4%, from $65.6 million in the
comparable prior period. Brazil revenues and operating income increased
primarily due to organic growth driven by increases in toll tags sold and
expanded product utility, with the differentiated value proposition of our
products. Brazil revenues and operating income were also impacted by favorable
changes in foreign exchange rates of approximately $13 million and $5 million,
respectively, over the comparable prior period.

Other

Other revenues were $122.3 million in the six months ended June 30, 2022, an
increase of $20.0 or 19.5%, from $102.3 million in six months ended June 30,
2021. Other operating income was $32.2 million in the six months ended June 30,
2022, an increase of $1.6 million or 5.2%, from $30.6 million in the comparable
prior period. Other revenues and operating income increased primarily due to
organic growth driven by increases in transaction volumes and early retail
ordering of gift cards, as retailers seek to ensure adequate card stock in
advance of holiday season.

Cash and capital resources

Our principal liquidity requirements are to service and repay our indebtedness,
make acquisitions of businesses and commercial account portfolios, repurchase
shares of our common stock and meet working capital, tax and capital expenditure
needs.

Sources of liquidity. We believe that our current level of cash and borrowing
capacity under our Credit Facility and Securitization Facility (each defined
below), together with expected future cash flows from operations, will be
sufficient to meet the needs of our existing operations and planned requirements
for the foreseeable future, based on our current assumptions. At June 30, 2022,
we had approximately $2.5 billion in total liquidity, consisting of
approximately $1.1 billion available under our Credit Facility (defined below)
and unrestricted cash of $1.4 billion. Based on our assessment of the current
capital market conditions and related impact on our access to cash, we have
reclassified all cash held at our Russian businesses
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of $223 million to restricted cash as of June 30, 2022. Restricted cash
represents primarily customer deposits in our corporate payments businesses in
the U.S., cash held in our Russian business, as well as collateral received from
customers for cross-currency transactions in our cross-border payments business,
which are restricted from use other than to repay customer deposits, as well as
to secure and settle cross-currency transactions.

We also utilize an accounts receivable Securitization Facility to finance a
portion of our domestic receivables, to lower our cost of borrowing and more
efficiently use capital. We generate and record accounts receivable when a
customer makes a purchase from a merchant using one of our card solutions and
generally pay merchants before collecting the receivable. As a result, we
utilize the Securitization Facility as a source of liquidity to provide the cash
flow required to fund merchant payments while we collect customer balances.
These balances are primarily composed of charge balances, which are typically
billed to the customer on a weekly, semimonthly or monthly basis, and are
generally required to be paid within 14 days of billing. We also consider the
undrawn amounts under our Securitization Facility and Credit Facility as funds
available for working capital purposes and acquisitions. At June 30, 2022, we
had no additional liquidity under our Securitization Facility.

The Company has determined that outside basis differences associated with our
investment in foreign subsidiaries would not result in a material deferred tax
liability, and consistent with our assertion that these amounts continue to be
indefinitely invested, have not recorded incremental income taxes for the
additional outside basis differences.

We cannot assure you that our assumptions used to estimate our liquidity
requirements will remain accurate due to the unprecedented nature of the
disruption to our operations and the unpredictability of the ongoing COVID-19
global pandemic. As a consequence, our estimates of the duration of the pandemic
and the severity of the impact on our future earnings and cash flows could
change and have a material impact on our results of operations and financial
condition.

Furthermore, we cannot predict how and the extent to which the conflict between
Russia and Ukraine will affect our customers, operations or business partners or
the demand for our products and our global business. Depending on the actions we
take or are required to take, the ongoing conflict could also result in loss of
cash flows, assets or impairment charges. The extent of the impact of these
tragic events on our business remains uncertain and will continue to depend on
numerous evolving factors that we are not able to accurately predict, including
the duration and scope of the conflict. We will continue to monitor and assess
the situation as circumstances evolve and to identify actions to potentially
mitigate any unfavorable impacts on our future results.

Cash flow

The following table summarizes our cash flows for the six month periods ended
June 30 (in millions).


                                                          Six Months Ended June 30,
    (Unaudited)                                               2022                 2021
    Net cash provided by operating activities       $        41.9               $  356.4
    Net cash used in investing activities           $      (100.4)              $ (163.0)
    Net cash provided by financing activities       $       122.4               $  358.7


Operating activities. Net cash provided by operating activities was $41.9
million in the six months ended June 30, 2022, compared to $356.4 million in the
comparable prior period. The decrease in operating cash flows was primarily due
to unfavorable movements in working capital mostly due to the increase in fuel
prices and volumes, as well as the timing of cash receipts and payments in the
six months ended June 30, 2022 over the comparable period in 2021.

Investing activities. Net cash used in investing activities was $100.4 million
in the six months ended June 30, 2022 compared to $163.0 million in the six
months ended June 30, 2021. The decreased use of cash was primarily due to lower
cash used to fund acquisitions, partially offset by an increased investment in
technology in the six months ended June 30, 2022 over the comparable period in
2021.

Financing activities. Net cash provided by financing activities was $122.4
million in the six months ended June 30, 2022, compared to $358.7 million in the
six months ended June 30, 2021. The decrease in net cash provided by financing
activities was primarily due to increased repurchases of common stock of $379
million, which was partially offset by an increase in net borrowings on our
Securitization Facility of $182 million in the six months ended June 30, 2022
over the comparable period in 2021.

Summary of Capital Expenditures

Our capital expenditures were $66.6 million within six months June 30, 2022an augmentation of $20.9 million i.e. 45.6%, of $45.8 million in the comparable prior period due to the impact of acquisitions and continued investment in technology.

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Contents

Credit facility

FLEETCOR Technologies Operating Company, LLC, and certain of our domestic and
foreign owned subsidiaries, as designated co-borrowers (the "Borrowers"), are
parties to a $6.40 billion Credit Agreement (the "Credit Agreement"), with Bank
of America, N.A., as administrative agent, swing line lender and letter of
credit issuer, and a syndicate of financial institutions (the "Lenders"), which
has been amended multiple times. The Credit Agreement provides for senior
secured credit facilities (collectively, the "Credit Facility") consisting of a
revolving credit facility in the amount of $1.5 billion, a term loan A facility
in the amount of $3.0 billion and a term loan B facility in the amount of $1.9
billion as of June 30, 2022. The revolving credit facility consists of (a) a
revolving A credit facility in the amount of $1.0 billion, with sublimits for
letters of credit and swing line loans and (b) a revolving B facility in the
amount of $500 million with borrowings in U.S. dollars, euros, British pounds,
Japanese yen or other currency as agreed in advance, and a sublimit for swing
line loans. The Credit Agreement also includes an accordion feature for
borrowing an additional $750 million in term loan A, term loan B, revolving A or
revolving B facility debt and an unlimited amount when the leverage ratio on a
pro-forma basis is less than 3.75 to 1.00. Proceeds from the credit facilities
may be used for working capital purposes, acquisitions, and other general
corporate purposes. On June 24, 2022, the Company entered into the twelfth
amendment to the Credit Agreement, replacing the prior term loan A and revolving
credit facility. The amendment increased the term loan A by $273 million and the
revolving credit facility by $215 million. In addition, the amendment replaced
LIBOR with Secured Overnight Financing Rate ("SOFR") plus a 10 basis point SOFR
adjustment for the term loan A and revolving credit facility, improved margins
and extended the maturity date. The maturity date for the term loan A and
revolving credit facilities A and B is June 24, 2027. The term loan B has a
maturity date of April 30, 2028.

To June 30, 2022, the interest rate on term loan A was 2.98%, the interest rate on term loan B was 3.42% and the interest rate on revolving facility A was 2 .98%. The unused credit facility fee was 0.25% at June 30, 2022.

At June 30, 2022, we had $3.0 billion in borrowings outstanding on the term loan
A, net of discounts, and $1.9 billion in borrowings outstanding on the term loan
B, net of discounts and debt issuance costs. We have unamortized debt issuance
costs of $5.1 million related to the revolving facilities as of June 30, 2022
recorded within other assets in the Unaudited Consolidated Balance Sheet. We
have unamortized debt discounts and debt issuance costs of $25.9 million related
to our term loans at June 30, 2022.

In the six months ended June 30, 2022following the change described above, we made principal repayments of $2.8 billion on term loans and $1.4 billion on rotating installations.

From June 30, 2022we complied with each of the covenants of the credit agreement.

Cash Flow Hedges

On January 22, 2019, we entered into three swap contracts. The objective of
these swap contracts is to reduce the variability of cash flows in the
previously unhedged interest payments associated with $2.0 billion of variable
rate debt, the sole source of which is due to changes in the LIBOR benchmark
interest rate. These swap contracts qualify as hedging instruments and have been
designated as cash flow hedges. For each of these swap contracts, we pay a fixed
monthly rate and receive one month LIBOR. The $1.0 billion interest rate swap
matured in January 2022. We reclassified approximately $12.7 million of losses
from accumulated other comprehensive income into interest expense during the six
months ended June 30, 2022 as a result of these hedging instruments.

Securitization facility

We are party to a $1.6 billion receivables purchase agreement among FLEETCOR
Funding LLC, as seller, PNC Bank, National Association as administrator, and
various purchaser agents, conduit purchasers and related committed purchasers
parties thereto. We refer to this arrangement as the Securitization Facility.
There have been several amendments to the Securitization Facility. On March 23,
2022, we entered into the tenth amendment to the Securitization Facility. The
amendment increased the Securitization Facility commitment from $1.3 billion to
$1.6 billion and replaced LIBOR with SOFR plus a SOFR adjustment of 0.10%. The
maturity date for our Securitization Facility is March 29, 2024.

We were in compliance with the financial covenants related to our securitization facility at June 30, 2022.

Share buyback program

The Company's Board of Directors (the "Board") has approved a stock repurchase
program (as updated from time to time, the "Program") authorizing the Company to
repurchase its common stock from time to time until February 1, 2023. On January
25, 2022, the Board increased the aggregate size of the Program by $1.0 billion,
to $6.1 billion. Since the beginning of the Program through June 30, 2022,
23,467,105 shares have been repurchased for an aggregate purchase price of $5.2
billion, leaving the
                                       41
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Company up to $0.9 billion the remaining clearance available under the Program for future stock repurchases of its common stock.

Subsequent to June 30, 2022, the Company repurchased 931,266 shares for an
aggregate purchase price of $200.3 million, pursuant to a 10b5-1 plan. As of
August 9, 2022, the Company has up to $655.3 million available under the Program
for future repurchases of its common stock.

Any stock repurchases may be made at times and in such amounts as deemed
appropriate. The timing and amount of stock repurchases, if any, will depend on
a variety of factors including the stock price, market conditions, corporate and
regulatory requirements, and any additional constraints related to material
inside information the Company may possess. Any repurchases have been and are
expected to be funded by a combination of available cash flow from the business,
working capital and debt.

Significant Accounting Policies and Estimates

In applying the accounting policies that we use to prepare our consolidated
financial statements, we necessarily make accounting estimates that affect our
reported amounts of assets, liabilities, revenues and expenses. Some of these
estimates require us to make assumptions about matters that are highly uncertain
at the time we make the accounting estimates. We base these assumptions and the
resulting estimates on historical information and other factors that we believe
to be reasonable under the circumstances, and we evaluate these assumptions and
estimates on an ongoing basis. In many instances, however, we reasonably could
have used different accounting estimates and, in other instances, changes in our
accounting estimates could occur from period to period, with the result in each
case being a material change in the financial statement presentation of our
financial condition or results of operations. We refer to estimates of this type
as critical accounting estimates.

Accounting estimates necessarily require subjective determinations about future
events and conditions. During the three months ended June 30, 2022, we have not
adopted any new critical accounting policies that had a significant impact upon
our consolidated financial statements, have not changed any critical accounting
policies and have not changed the application of any critical accounting
policies from the year ended December 31, 2021. For critical accounting
policies, refer to the Critical Accounting Estimates in Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in our Annual Report on Form 10-K for the year ended December 31, 2021
and our summary of significant accounting policies in Note 1 of our Notes to the
Unaudited Consolidated Financial Statements in this Quarterly Report on
Form 10-Q.

Management’s Use of Non-GAAP Financial Measures

We have included in the discussion above certain financial measures that were
not prepared in accordance with GAAP. Any analysis of non-GAAP financial
measures should be used only in conjunction with results presented in accordance
with GAAP. Below, we define the non-GAAP financial measures, provide a
reconciliation of each non-GAAP financial measure to the most directly
comparable financial measure calculated in accordance with GAAP, and discuss the
reasons that we believe this information is useful to management and may be
useful to investors.

Pro forma and macro adjusted revenue and transactions by solution. We define the
pro forma and macro adjusted revenue as revenue, net as reflected in our
statement of income, adjusted to eliminate the impact of the macroeconomic
environment and the impact of acquisitions and dispositions. The macroeconomic
environment includes the impact that market fuel price spreads, fuel prices and
foreign exchange rates have on our business. We use pro forma and macro adjusted
revenue and transactions to evaluate the organic growth in our revenue and the
associated transactions.

Organic revenue growth is calculated as revenue growth in the current period
adjusted for the impact of changes in the macroeconomic environment (to include
fuel price, fuel price spreads and changes in foreign exchange rates) over
revenue in the comparable prior period adjusted to include or remove the impact
of acquisitions and/or divestitures and non-recurring items that have occurred
subsequent to that period. We believe that organic revenue growth on a
macro-neutral, one-time item, and consistent
acquisition/divestiture/non-recurring item basis is useful to investors for
understanding the performance of FLEETCOR.
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Contents

Set forth below is a reconciliation of pro forma and macro adjusted revenue and
key performance metric by solution to the most directly comparable GAAP measure,
revenue, net and key performance metric (in millions)*:
                                                             Revenues, net                                   Key Performance Metric
                                                         Three Months Ended June 30,                      Three Months Ended June 30,
(Unaudited)                                            2022                  2021                          2022                     2021
FUEL - TRANSACTIONS
Pro forma and macro adjusted                     $        317.3          $    295.2                        122.5                     119.8
Impact of acquisitions/dispositions                           -                (0.1)                           -                      (1.5)
Impact of fuel prices/spread                               35.2                   -                            -                         -
Impact of foreign exchange rates                           (5.7)                  -                            -                         -
As reported                                      $        346.9          $    295.1                        122.5                     118.3

CORPORATE PAYMENTS - SPEND
Pro forma and macro adjusted                     $        195.2          $    164.8                $      28,836               $    27,549
Impact of acquisitions/dispositions                           -               (24.4)                           -                    (4,546)
Impact of fuel prices/spread                                0.7                   -                            -                         -
Impact of foreign exchange rates                           (6.2)                  -                            -                         -
As reported                                      $        189.7          $    140.4                $      28,836               $    23,002
TOLLS - TAGS
Pro forma and macro adjusted                     $         84.5          $     71.3                          6.1                       5.8
Impact of acquisitions/dispositions                           -                   -                            -                         -
Impact of fuel prices/spread                                  -                   -                            -                         -
Impact of foreign exchange rates                            6.7                   -                            -                         -
As reported                                      $         91.2          $     71.3                          6.1                       5.8
LODGING - ROOM NIGHTS
Pro forma and macro adjusted                     $        117.2          $     82.7                          9.5                       8.2
Impact of acquisitions/dispositions                           -               (20.5)                           -                      (1.6)
Impact of fuel prices/spread                                  -                   -                            -                         -
Impact of foreign exchange rates                           (0.3)                  -                            -                         -
As reported                                      $        116.9          $     62.2                          9.5                       6.6
GIFT - TRANSACTIONS
Pro forma and macro adjusted                     $         52.5          $     32.3                        287.5                     259.4
Impact of acquisitions/dispositions                           -                   -                            -                         -
Impact of fuel prices/spread                                  -                   -                            -                         -
Impact of foreign exchange rates                           (0.8)                  -                            -                         -
As reported                                      $         51.7          $     32.3                        287.5                     259.4
OTHER1- TRANSACTIONS
Pro forma and macro adjusted                     $         66.7          $     66.0                         10.2                       9.3
Impact of acquisitions/dispositions                           -                   -                            -                         -
Impact of fuel prices/spread                                  -                   -                            -                         -
Impact of foreign exchange rates                           (1.7)                  -                            -                         -
As reported                                      $         65.0          $     66.0                         10.2                       9.3

FLEETCOR CONSOLIDATED REVENUES, NET
Pro forma and macro adjusted                     $        833.4          $  

712.3

Impact of acquisitions/dispositions                           -             

(45.0)

Impact of fuel prices/spread2                              35.9                   -                         Intentionally Left Blank
Impact of foreign exchange rates2                          (8.0)            

As reported                                      $        861.3          $  

667.4

* Columns may not calculate due to rounding.
1 Other includes telematics, maintenance, food, payroll card and transportation card related businesses.
2 Revenues reflect an estimated $33 million positive impact from fuel prices and approximately $3 million positive impact from fuel price
spreads, partially offset by the negative impact of movements in foreign exchange rates of approximately $8 million.


Adjusted net income and adjusted net income per diluted share. We have defined
the non-GAAP measure adjusted net income as net income as reflected in our
Statement of Income, adjusted to eliminate (a) non-cash stock based compensation
expense related to share based compensation awards, (b) amortization of deferred
financing costs, discounts, intangible assets, and amortization of the premium
recognized on the purchase of receivables, (c) integration and deal related
costs, and (d) other non-recurring items, including the impact of discrete tax
items, impairment charges, asset write-offs, restructuring costs, gains due to
disposition of assets/businesses, loss on extinguishment of debt, and legal
settlements.
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We have defined the non-GAAP measure adjusted net income per diluted share as
the calculation previously noted divided by the weighted average diluted shares
outstanding as reflected in our statement of income.

Adjusted net income and adjusted net income per diluted share are supplemental
measures of operating performance that do not represent and should not be
considered as an alternative to net income, net income per diluted share or cash
flow from operations, as determined by GAAP. We believe it is useful to exclude
non-cash share based compensation expense from adjusted net income because
non-cash equity grants made at a certain price and point in time do not
necessarily reflect how our business is performing at any particular time and
share based compensation expense is not a key measure of our core operating
performance. We also believe that amortization expense can vary substantially
from company to company and from period to period depending upon their financing
and accounting methods, the fair value and average expected life of their
acquired intangible assets, their capital structures and the method by which
their assets were acquired; therefore, we have excluded amortization expense
from our adjusted net income. Integration and deal related costs represent
business acquisition transaction costs, professional services fees, short-term
retention bonuses and system migration costs, etc., that are not indicative of
the performance of the underlying business. We also believe that certain
expenses, discrete tax items, recoveries (e.g. legal settlements, write-off of
customer receivable, etc.), gains and losses on investments, and impairment
charges do not necessarily reflect how our investments and business are
performing. We adjust net income for the tax effect of each of these non-tax
items using the effective tax rate during the period, exclusive of discrete tax
items.

Management uses adjusted net earnings, adjusted diluted earnings per share and organic revenue growth:

•as a measure of operational performance because they help us compare our operational performance on a consistent basis;

•for planning purposes, including the preparation of our internal annual operating budget;

•to allocate resources to improve our company’s financial performance; and

•evaluate the performance and effectiveness of our operational strategies.

Set forth below is a reconciliation of adjusted net income and adjusted net
income per diluted share to the most directly comparable GAAP measure, net
income and net income per diluted share (in thousands, except shares and per
share amounts)*:

                                                                  Three Months Ended June 30,                 Six Months Ended June 30,
(Unaudited)                                                         2022                  2021                 2022                  2021
Net income                                                    $      262,171          $ 196,247          $      480,123          $ 380,486
Net income per diluted share                                  $         3.35          $    2.30          $         6.10          $    4.45
Stock-based compensation                                              34,017             17,885                  66,648             35,632
Amortization1                                                         57,994             52,525                 115,624            102,101

Integration and deal related costs                                     2,957              7,823                   9,210             11,493
Legal settlements/litigation                                           1,467              1,388                   1,902              5,058
Restructuring and related costs                                          763               (777)                    763             (1,363)

Loss on extinguishment of debt                                         1,934              6,230                   1,934              6,230

Total pre-tax adjustments                                             99,132             85,074                 196,081            159,151
Income taxes2                                                        (35,164)           (12,910)                (60,405)           (29,079)

Adjusted net income                                           $     

326 139 $268,411 $615,799 $510,559
Adjusted diluted net earnings per share

                         $         4.17          $    3.15          $         7.82          $    5.97
Diluted shares                                                        78,239             85,295                  78,762             85,528

1 Includes amortization related to intangible assets, premium on accounts receivable, deferred financing costs and debt discounts.

 2 Includes $9 million adjustment for tax benefit of certain income determined to be
permanently invested in 2Q 2022.
*Columns may not calculate due to rounding.





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Contents

Special Caution Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of the federal securities laws. Statements that are not historical
facts, including statements about FLEETCOR's beliefs, expectations and future
performance, are forward-looking statements. Forward-looking statements can be
identified by the use of words such as "anticipate," "intend," "believe,"
"estimate," "plan," "seek," "project" or "expect," "may," "will," "would,"
"could" or "should," the negative of these terms or other comparable
terminology.

These forward-looking statements are not a guarantee of performance, and you
should not place undue reliance on such statements. We have based these
forward-looking statements largely on our current expectations and projections
about future events. Forward-looking statements are subject to many
uncertainties and other variable circumstances, including those discussed in
"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31,
2021 filed with the Securities and Exchange Commission on March 1, 2022, many of
which are outside of our control, that could cause our actual results and
experience to differ materially from any forward-looking statement.

These forward-looking statements may not be realized due to various factors, including, without limitation:

•regulatory measures, voluntary actions, or changes in consumer preferences,
that impact our transaction volume, including social distancing,
shelter-in-place, shutdowns of nonessential businesses and similar measures
imposed or undertaken in an effort to contain and mitigate the spread of the
coronavirus (COVID-19) or new outbreaks thereof, including in China, including
the potential impact of vaccination mandates in certain jurisdictions;

•the impact of macroeconomic conditions and the current inflationary environment
and whether expected trends, including retail fuel prices, fuel price spreads,
fuel transaction patterns, electric vehicle, and retail lodging price trends
develop as anticipated and we are able to develop successful strategies in light
of these trends;

•the international operational and political risks and compliance and regulatory
risks and costs associated with international operations, including the impact
of the conflict between Russia and Ukraine on our business and operations;

• our ability to successfully execute our strategic plan, manage our growth and achieve our performance objectives;

• our ability to attract new partners and retain existing partners, fuel merchants and accommodation providers, their promotion and support of our products, and their financial performance;

•the failure of management assumptions and estimates, as well as differences in,
and changes to, economic, market, interest rate, interchange fees, foreign
exchange rates, and credit conditions, including changes in borrowers' credit
risks and payment behaviors;

•the risk of higher borrowing costs and adverse capital market conditions affecting our funding and liquidity, and any reduction in our credit ratings;

•our ability to successfully manage our credit risks and the adequacy of our provision for expected credit losses;

•our ability to securitize our trade receivables;

•the occurrence of fraudulent activity, data breaches or failures in our information security controls or cybersecurity incidents that may compromise our systems or customer information;

•any interruption in the operation of our computer systems and data centres;

•our ability to develop and implement new technologies, products and services;

• any alleged infringement of the intellectual property rights of others and our ability to protect our intellectual property;

•the regulation, supervision, and examination of our business by foreign and
domestic governmental authorities, as well as litigation and regulatory actions,
including the lawsuit filed by the Federal Trade Commission (FTC);

•the impact of privacy, information security and data protection regulations; use of third-party vendors and ongoing business relationships with third parties; and failure to comply with anti-money laundering (AML) and counter-terrorist financing laws;

•changes in our management team and our ability to attract, motivate and retain qualified personnel in accordance with our strategic plan;

• tax legislation initiatives or challenges to our tax positions and/or interpretations, and state sales tax rules and regulations;

• the risks of mergers, acquisitions and divestitures, including, without limitation, the time and costs associated with the implementation of these transactions, the integration of operations within the framework of these transactions and the possible failures to achieve the expected gains, revenue growth and/or expense savings from such transactions; and

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•the other factors and information in our Annual Report on Form 10-K and other
filings that we make with the Securities and Exchange Commission (SEC) under the
Exchange Act and Securities Act. See "Risk Factors" in our Annual Report on Form
10-K for the year ended December 31, 2021 filed with the Securities and Exchange
Commission on March 1, 2022.

Given these risks and uncertainties, you are cautioned not to place undue
reliance on these forward-looking statements. The forward-looking statements
included in this report are made only as of the date hereof. We do not
undertake, and specifically disclaim, any obligation to update any such
statements or to publicly announce the results of any revisions to any of such
statements to reflect future events or developments.

You can get by FLEETCOR SECOND deposits for free by visiting the SECOND website at www.sec.gov.

This report includes non-GAAP financial measures, which are used by the Company
and investors as supplemental measures to evaluate the overall operating
performance of companies in our industry. By providing these non-GAAP financial
measures, together with reconciliations, we believe we are enhancing investors'
understanding of our business and our results of operations, as well as
assisting investors in evaluating how well we are executing strategic
initiatives. See "Management's Use of Non-GAAP Financial Measures" elsewhere in
this Quarterly Report on Form 10-Q for additional information regarding these
GAAP financial measures and a reconciliation to the nearest corresponding GAAP
measure.

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